SB-2

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MANEKI MINING INC.
(Exact name of Registrant as specified in its charter)

NEVADA                                                                   1041 Gold Ores                                  98-0441032
(State or other jurisdiction of                                             (SIC Code)                                    (I.R.S. Employer
Incorporation or organization)                                                                                                  Identification Number)

MANEKI MINING INC.                                                                                                   SEAN PHILIP WATKINSON
4462 John Street.                                                                                                                 4462 John Street,
Vancouver, B.C. Canada  V5V 3X1                                                                                    Vancouver, B.C.  Canada V5V 3X1
(Name and address of principal                                                                                               (Agent for service of process)
executive offices)

Registrant’s telephone number, including area code: 604-764-6552
Approximate date of commencement of proposed sale to the public:            As soon as practicable after the effective date of
                                                                                                                 this Registration Statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED	PROPOSED MAXIMUM OFFERING PRICE PER SHARE (1)	PROPOSED MAXIMUM AGGREGATE OFFERING PRICE (1)	AMOUNT OF REGISTRATION FEE (1)
Common Stock	1,750,000 shares	$0.02	$35,000	$4.12

(1)     Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE RERGISTRATION SHALL BECOME EFFECTIVE ON SUCH A DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE. 

COPIES OF COMMUNICATION TO:
Stepp Law Group
32 Executive Park, Suite 105
Irvine, California 92614-6742
Tel: (949) 660-9700

SUBJECT TO COMPLETION, Dated June 17, 2005

PROSPECTUS
MANEKI MINING INC.
1,750,000 SHARES
COMMON STOCK

The selling shareholders named in this are offering the 1,750,000 shares of our common stock offered through this prospectus.  We will not receive any proceeds from this offering.  We gave set an offering price for these securities of $0.02 per share of our common stock offered through this prospectus.  The 1,750,000 shares offered under this prospectus are being offered on a “best efforts” basis and there is no assurance that all or any of the 1,750,000 shares offered will be subscribed.

	Offering Price	Underwriting Discounts and Commissions	Proceeds to Selling Shareholders
Per Share	$0.02	None	$0.02
Total	$35,000	None	$35,000

Our common stock is presently not traded on any market or securities exchange.  The sales price to the public is fixed at 0.02 per share until such time as the shares of our common stock are traded on the NASD Over-The-Counter Bulletin Board electronic quotation service.  Although we intend to apply for trading of our common stock on the NASD Over-The-Counter Bulletin Board electronic quotation service, public trading of our common stock may never materialize.  If our common stock becomes traded on the NASD Over-The-Counter Bulletin Board electronic quotation service, then the sale price to the public will vary according to prevailing market prices or privately negotiated prices by the selling shareholders.

The purchase of the securities offered through this prospectus involves a high degree of risk.  See section entitled “Risk Factors” on page 7.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.  Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may not be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  The prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The Date of This Prospectus Is: June 17, 2005

Table of Contents

                                                                                                                                                       PAGE

Summary …………………………………………………………………………………………….4
Risk Factors ……………………………………………………………………………………....…7

Risks Related To Our Financial Condition and Business Model

-   If we do not obtain additional financing, our business will fail …………………………....…..7
-   We have yet to attain profitable operations and because we will need additional
financing to fund our exploration activities, our accountants believe there is substantial
doubt about the company’s ability to continue as a going concern ……………………….....….7
-   Since this is an exploration project, we face a high risk of business failure due to our
inability to predict the success of our business …………………………………….………......7
-   Because of the speculative nature of exploration of mining properties, there is
substantial risk that no commercially exploitable minerals will be found and our
business will fail …………..…………………………………………………………….….…8
-   Even if we discover commercial reserves of precious metals on our mineral claim, we
may not be able to successfully obtain commercial production ………….………….....…….….8
-   Because we anticipate our operating expenses will increase prior to our earning
revenues, we may never achieve profitability …………………………….....………………….8
-   Because of the inherent dangers involved in mineral exploration, there is a risk that
we may incur liability or damages as we conduct our business…………......………..………….8
-   Because access to our mineral claim may be restricted by inclement weather, we
may be delayed in our exploration …………………………...………………………………..9
-   Because our president has only agreed to provide his services on a part-time basis,
he may not be able or willing to devote a sufficient amount of time to our business
operations, causing our business to fail………………………………………………….......…9

Risks Related To Legal Uncertainty and Regulations

-   As we undertake exploration of our mineral claims, we will be subject to
compliance with government regulation that may increase the anticipated cost
of our exploration program ………………………………………..………………….............9

Risks Related To This Offering

-   If a market for our common stock does not develop, shareholders may be unable
to sell their shares ………………………………………………………………..…...........…9
-   If a market for our common stock develops, our stock price may be volatile ……………....10
-   If the selling shareholders sell a large number of shares all at once or in blocks,
the market price of our shares would most likely decline ………………………………...........10
-   Because our stock is a penny stock, shareholders will be more limited in their
ability to sell their stock …………………………………………………………………........10

Use of Proceeds ……………………………………………………………………………............10
Determination of Offering Price ………………………………………………………………..........10
Dilution ……………………………………………………………………………………........…..11
Selling Shareholders …………………………………………………………………………….......11
Plan of Distribution …………………………………………………………………………….........13
Legal Proceedings ……………………………………………………………………………......…14
Directors, Executive Officers, Promoters and Control Persons ……………………………….........…14

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Security Ownership of Certain Beneficial Owners and Management ………………………..................16
Description of Securities …………………………………………...……………………………........17
Interest of Named Experts and Counsel …………………………………………………………........18
Disclosure of Commission Position of Indemnification for Securities Act Liabilities …………..............…19
Organization within Last Five Years ………………………………............………………………..…19
Description of Business ………………………………………………………..........……………..….20
Plan of Operations ………………………………………………………………………………...….24
Certain Relationships and Related Transactions ………………………………………………...…......26
Market for Common Equity and Related Stockholder Matters ………………………………….....…..27
Executive Compensation ……………………………..........…………………………………….....…29
Financial Statements …………………………….........…………………………………………........30
Changes in and Disagreements with Accountants ……………………………………….............…......42
Where You Can Find More Information …….…………………………………...........…………...…42






Until ________ , all dealers that effect in these securities whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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Forward-Looking Statements

The information in this prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements involve risks and uncertainties, including statements regarding Maneki’s capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the market price of gold, silver and other minerals, availability of funds, government regulations, common share prices, operating costs, capital costs, outcomes of ore reserve development and other factors. Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined in this prospectus. These factors may cause Maneki’s actual results to differ materially from any forward-looking statement. Maneki disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Summary

As used in this prospectus, unless the context otherwise requires, “we”, “us”, “our” “Maneki” refers to Maneki Mining Inc.  All dollar amounts in this prospectus are in U.S. dollars unless otherwise stated.  The following summary is not complete and does not contain all of the information that may be important to you.  You should read the entire prospectus before making an investment decision to purchase our common shares. 

Maneki Mining Inc.

We are in the business of mineral exploration.  On December 03, 2004, we entered in a Mineral Lease Agreement whereby we leased from Ammetco Resources a total of eight (8) unpatented lode mining claims which we refer to as the Poison Gulch mineral claims.  The Poison Gulch mineral claims are located in Owyhee County, Idaho.  We leased the mineral claims from Ammetco Resources of Vancouver B.C., Canada.  The Poison Gulch claims are 100% owned by Nevada Mine Properties II, Inc. of Reno, Nevada.  The claims were leased to Prism Resources on November 15^th 1996. Prism Resources changed its name to Ammetco Resources on October 18^th 2002. 

To date, we have not started our exploration program.  Our plan of operations is to conduct mineral exploration activities on the Poison Gulch mineral claims in order to assess whether these claims possess commercially exploitable mineral deposits.  Our exploration program is designed to explore for commercially viable deposits of gold, silver or any other valuable minerals.  We have not, nor has any predecessor, identified any commercially exploitable reserves of these minerals on our

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mineral claims.  We are an exploration stage company and there is no assurance that a commercially viable mineral deposit exists on our mineral claims. 

Prior to acquiring a lease on the Poison Gulch mineral claims, we retained the services of Ken Brook, a Registered Professional Geologist.  Mr. Brook prepared a geological report for us on the mineral exploration potential of the claims.  Included in this report is a recommended three-phased exploration program which consists of staking additional claims, geological mapping, sampling, drill target development, and drilling.  The first phase of the mineral exploration program consisting of geological mapping and sampling is oriented toward defining drill targets on mineralized zones within the Poison Gulch mineral claims. 

At this time we are uncertain of the number of mineral exploration phases we will conduct before concluding that there are, or are not, commercially viable minerals on our claims.  Further phases beyond the current exploration program will be dependent upon the number of factors such as our consulting geologist’s recommendations based upon ongoing exploration program results and our available funds. 

We have not earned any revenues to date. We do not anticipate earning revenues until such time as we enter into commercial production of our mineral properties.  We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such deposits are discovered, that we will enter into further substantial exploration programs.

Since we are in the exploration stage of our business plan, we have not yet earned any revenues from our planned operations.  The summarized financial data presented below is derived from and should be read in conjunction with our audited March 31, 2005 financial statements, including the notes those financial statements, which are included elsewhere in this prospectus.

Balance Sheet Data                              March 31, 2005 (audited)
Cash                                                    $  33,066
Total Current Assets                             $  37,252
Liabilities                                              $  0
Total Stockholder’s Equity                    $  37,252

Statement of Loss and Deficit                from Inception (November 22, 2004) to March 31, 2005
                                                             (audited)
Revenue                                               $ 0
Net Loss for the Period                        $  5,498                                              

We were incorporated on November 22, 2004 under the laws of the State of Nevada. Our principal offices are located at 4462 John Street, Vancouver, British Columbia, Canada. Our telephone number is (604) 764-6552.

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The Offering

Securities Being Offered                       Up to 1,750,000 shares of our common stock.

Offering Price                                       The offering price of the common stock is $0.02 per share. 
                                                            We intend to apply to the NASD Over-the-Counter Bulletin
                                                            Board electronic quotation service to allow the trading of our
                                                            common stock upon our becoming a reporting entity under the
                                                            Securities Exchange Act of 1934.  If our common stock
                                                            becomes so traded and a market for the stock develops, the
                                                            actual price of stock will be determined by prevailing market
                                                            prices at the time of sale or by private transaction negotiated
                                                            by the selling shareholders.  The offering price would thus be
                                                            determined by market factors and the independent decisions of
                                                            the selling shareholders.

Minimum Number of Shares                 None

To Be Sold in This Offering

Securities Issued and to be Issued         3,250,000 shares of our common stock are issued and
                                                            outstanding as of the date of this prospectus.  All of the
                                                            common stock to be sold under this prospectus will be sold by
                                                            existing shareholders and thus there will be no increase in our
                                                            issued and outstanding shares as a result of this offering.  The
                                                            issuance to the selling shareholders was exempt due to the
                                                            provisions of Regulation S.

Use of Proceeds                                   We will not receive any proceeds from the sale of the common
                                                            stock by the selling shareholders.

Risk Factors                                         See “Risk Factors” and the other information in this
                                                            prospectus for a discussion of the factors you should consider
                                                            before deciding to invest in our common shares.

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Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

Risks Related To Our Financial Condition and Business Model

If we do not obtain additional financing, our business will fail

Our current operating funds will only cover part of the first phase of our exploration program. In order for us to perform any further exploration or extensive testing we will need to obtain additional financing. We currently do not have any operations and we have no income. Our business plan calls for significant expenses in connection with the exploration of our mineral claims. We will require additional financing to conduct our planned exploration programs. We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the market prices for gold, silver and other minerals. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

We have yet to attain profitable operations and because we will need additional financing to fund our exploration activities, our accountants believe there is substantial doubt about the company’s ability to continue as a going concern

We have incurred a net loss of $5,498 for the period from November 22, 2004 (inception) to March 31, 2005 and have no revenues to date. Our future is dependent upon our ability to obtain financing and upon future profitable operations from the development of our mineral claim. These factors raise substantial doubt that we will be able to continue as a going concern.

Our financial statements included with this prospectus have been prepared assuming that we will continue as a going concern. Our auditors have made reference to the substantial doubt as to our ability to continue as a going concern in their audit report on our audited financial statements for the year ended March 31, 2005. If we are not able to achieve revenues, then we may not be able to continue as a going concern and our financial condition and business prospects will be adversely affected.

Since this is an exploration project, we face a high risk of business failure due to our inability to predict the success of our business

We are in the initial stages of exploration of our mineral claims, and thus have no way to evaluate the likelihood that we will be able to operate the business successfully. We were incorporated on November 22, 2004 and to date have been involved primarily in organizational activities and the

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acquisition of the Poison Gulch property. We have not earned any revenues as of the date of this prospectus.

Because of the speculative nature of exploration of mining properties, there is substantial risk that no commercially exploitable minerals will be found and our business will fail

Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The search for valuable minerals as a business is extremely risky. We may not find commercially exploitable reserves of gold, silver or other minerals in our leased mineral claim. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures to be made by us on our exploration program may not result in the discovery of commercial quantities of ore. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.

Even if we discover commercial reserves of precious metals on our mineral claim, we may not be able to successfully obtain commercial production

Our mineral claim does not contain any known bodies of ore. If our exploration programs are successful in discovering ore of commercial tonnage and grade, we will require additional funds in order to place the mineral claim into commercial production. At this time, there is a risk that we will not be able to obtain such financing as and when needed.

Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the exploration of our mineral claim, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will most likely fail.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial position.

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Because access to our mineral claim may be restricted by inclement weather, we may be delayed in our exploration

Once exploration begins, access to the claim may be restricted through some of the year due to weather in the area. As a result, any attempt to test or explore the property is largely limited to the times when weather permits such activities. These limitations can result in significant delays in exploration efforts. Such delays can have a significant negative effect on our exploration efforts.

Because our president has only agreed to provide his services on a part-time basis, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail

Our President is employed on a full time basis by another company. Because we are in the early stages of our business, Mr. Watkinson will not be spending a significant amount of time on our business. Mr. Watkinson expects to expend approximately 6 hours per week on our business. Competing demands on Mr. Watkinson's time may lead to a divergence between his interests and the interests of other shareholders.

Risks Related To Legal Uncertainty and Regulations

As we undertake exploration of our mineral claim, we will be subject to compliance with government regulation that may increase the anticipated cost of our exploration program

There are several governmental regulations that materially restrict mineral exploration. We will be subject to the laws of the State of Idaho as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program.

Risks Related To This Offering

If a market for our common stock does not develop, shareholders may be unable to sell their shares

There is currently no market for our common stock and a market may never develop. We currently plan to apply for listing of our common stock on the Over-the-Counter Bulletin Board electronic quotation service upon the effectiveness of the registration statement of which this prospectus forms a part. However, our shares may never be traded on the Over-the-Counter Bulletin Board electronic quotation service or, if traded, a public market may never materialize. If our common stock is not traded on the Over-the-Counter Bulletin Board electronic quotation service or if a public market for our common stock does not develop, investors may not be able to re-sell the shares of our common stock that they have purchased and may lose all of their investment.

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If a market for our common stock develops, our stock price may be volatile

If a market for our common stock develops, we anticipate that the market price of our common stock will be subject to wide fluctuations in response to several factors, including:

• the results of our geological exploration program;
• our ability or inability to arrange for financing;
• commodity prices for gold, silver or other minerals; and
• conditions and trends in the mining industry.

Further, if our common stock is traded on the Over-the-Counter Bulletin Board electronic quotation service, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price of our common stock.

If the selling shareholders sell a large number of shares all at once or in blocks, the market price of our shares would most likely decline

The selling shareholders are offering 1,750,000 shares of our common stock through this prospectus. Our common stock is presently not traded on any market or securities exchange, but should a market develop, shares sold at a price below the current market price at which the common stock is trading will cause that market price to decline. Moreover, the offer or sale of a large number of shares at any price may cause the market price to fall. The outstanding shares of common stock covered by this prospectus represent approximately 53.8% of the common shares outstanding as of the date of this prospectus.

Because our stock is a penny stock, shareholders will be more limited in their ability to sell their stock

The shares offered by this prospectus constitute a penny stock under the Securities and Exchange Act. The shares will remain classified as a penny stock for the foreseeable future. The classification as a penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Rather than having to comply with these rules, some broker-dealers will refuse to attempt to sell a penny stock.

Use of Proceeds

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.

Determination of Offering Price

The $0.02 per share offering price of our common stock was determined arbitrarily by us. There is no relationship whatsoever between this price and our assets, earnings, book value or any other objective criteria of value. We intend to apply to the Over-the-Counter Bulletin Board electronic

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quotation service for the trading of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934 (the “Exchange Act”). If our common stock becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders named in this prospectus. The offering price would thus be determined by market factors and the independent decisions of the selling shareholders named in this prospectus.

Dilution

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.

Selling Shareholders

The selling shareholders named in this prospectus are offering all of the 1,750,000 shares of common stock offered through this prospectus. The selling shareholders acquired the 1,750,000 shares of common stock offered through this prospectus from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) and completed on April 5^th 2005.

The following table provides, as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:

1.	the number of shares owned by each prior to this offering;
2.	the total number of shares that are to be offered by each;
3.	the total number of shares that will be owned by each upon completion of the offering;
4.	the percentage owned by each upon completion of the offering; and
5.	the identity of the beneficial holder of any entity that owns the shares.

Name Of Selling Stockholder	Shares Owned Prior to this Offering	Total Number of Shares to Be Offered for Selling Shareholder Account	Total Shares to be Owned Upon Completion of this Offering	Percent Owned Upon Completion of this Offering
David Black	50,000	50,000	NIL	NIL
Lindsey Black	12,500	12,500	NIL	NIL
Vlatka Bralic	12,500	12,500	NIL	NIL
Charles Aaron Brezer	150,000	150,000	NIL	NIL

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Paul Condon	12,500	12,500	NIL	NIL
Aleisha Friesen	12,500	12,500	NIL	NIL
Jason Friesen	12,500	12,500	NIL	NIL
Mike Kilgallin	12,500	12,500	NIL	NIL
Sean H. Kilgallin	50,000	50,000	NIL	NIL
Jason Kinnear	12,500	12,500	NIL	NIL
Tony Klaassen	50,000	50,000	NIL	NIL
Richard Lee Middlemiss	150,000	150,000	NIL	NIL
Shaun Minten	12,500	12,500	NIL	NIL
Thais O’Reilly	12,500	12,500	NIL	NIL
Jim O’Toole	300,000	300,000	NIL	NIL
Renee Parker	12,500	12,500	NIL	NIL
Susan Parker	12,500	12,500	NIL	NIL
Tim Paterson	150,000	150,000	NIL	NIL
Robert Perry	150,000	150,000	NIL	NIL
Jennifer Posnikoff	12,500	12,500	NIL	NIL
Paula Simonsen	12,500	12,500	NIL	NIL
Tim Stanford	12,500	12,500	NIL	NIL
Janna Stephenson-Kinnear	12,500	12,500	NIL	NIL

Pauline Vallee	12,500	12,500	NIL	NIL
Joe Vallee	12,500	12,500	NIL	NIL
Sheila VanDongen	12,500	12,500	NIL	NIL
Bryan Velve	50,000	50,000	NIL	NIL
Luciana Velve	12,500	12,500	NIL	NIL

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Kathy Watkinson	300,000	300,000	NIL	NIL
Paul Watkinson	12,500	12,500	NIL	NIL
Rena Elizabeth Watkinson	50,000	50,000	NIL	NIL
Vicken Yeterian	50,000	50,000	NIL	NIL
TOTAL	1,750,000	1,750,000

The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares, unless otherwise shown in the table. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold.

Other than Rena Elizabeth Watkinson, the mother of Sean Philip Watkinson, Paul Watkinson, the father of Sean Philip Watkinson, Kathy Watkinson, the sister of Sean Philip Watkinson, and Mark Hammer is also Real Estate agent with Re/Max Crest Realty and business partner of Sean Philip Watkinson, our sole officer and director, none of the selling shareholders:

(1)     has had a material relationship with us other than as a shareholder at any time within the past three years; or

(2)     has ever been one of our officers or directors.

Plan of Distribution

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions:

1.	On such public markets as the common stock may from time to time be trading;
2.	In privately negotiated transactions;
3.	Through the writing of options on the common stock;
4.	In short sales; or
5.	In any combination of these methods of distribution.

The sales price to the public is fixed at $0.02 per share until such time as the shares of our common stock are traded on the Over-the-Counter Bulletin Board electronic quotation service. Although we intend to apply for trading of our common stock on the Over-the-Counter Bulletin Board electronic quotation service, public trading of our common stock may never materialize. If our common stock becomes traded on the Over-the-Counter Bulletin Board electronic quotation service, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be:

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1.	The market price of our common stock prevailing at the time of sale;
2.	A price related to such prevailing market price of our common stock; or
3.	Such other price as the selling shareholders determine from time to time.

The selling shareholders named in this prospectus may also sell their shares directly to market makers acting as agents in unsolicited brokerage transactions. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services.

We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders named in this prospectus.

We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders named in this prospectus must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. The selling shareholders and any broker-dealers who execute sales for the selling shareholders may be deemed to be an "underwriter" within the meaning of the Securities Act in connection with such sales. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

1.	Not engage in any stabilization activities in connection with our common stock;
2.	Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and
3.	Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.

Legal Proceedings

We are not currently a party to any legal proceedings.

Our agent for service of process in Nevada is Nevada Agency and Trust, 50 West Liberty Street, Suite 880, Reno, Nevada 89501.

Directors, Executive Officers, Promoters and Control Persons

Our executive officers and directors and their respective ages as of June 17, 2005 are as follows:

Name	Age	Office(s) Held
Sean Philip Watkinson	28	President, Secretary and Treasurer and Sole Director

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Set forth below is a brief description of the background and business experience of our sole officer and director.

Mr. Sean Philip Watkinson, is our president, secretary and treasurer and our sole director. Mr. Watkinson has been our president, secretary and treasurer and our sole director since our incorporation on November 22, 2004. Mr. Watkinson is also presently a real estate agent with Re/Max Crest Realty (Westside) and has been with Re/Max since June 2002. Mr. Watkinson graduated from the University of British Columbia with a Bachelor of Arts in Geography in 2000. Mr. Watkinson was employed by the Vancouver School Board between graduation from the University of British Columbia in 2000 and his return in 2002.  Mr. Watkinson then received his real estate licence through the Sauder School of Business at the University of British Columbia in 2002.

There are no orders, judgements, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining Mr. Watkinson from engaging in or continuing any conduct, practice or employment in connection with the purchase or sale of securities, or convicting him of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any felony.

Compensation

We presently do not pay our sole director and officer any salary or consulting fee. We do not anticipate paying compensation to our sole director and officer for the foreseeable future.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Significant Employees

We have no significant employees other than our President. We conduct our business through agreements with consultants and arms-length third parties. Mr. George J. Eliopulos is the only consultant we currently have an ongoing agreement with. Mr. Eliopulos charges the company for rendered to the company at the request of our President. Mr. Eliopolus at present is being utilized for his close proximity to the Poison Gulch property, in terms of filing fees and monitoring the property. Mr. Ken Brook a Consulting Geologist was retained by the Company to prepare a report on the Poison Gulch claims, dated December 2, 2004.

Consultants

On January 18^th 2005, Maneki signed a service agreement between the company and George J. Eliopulos. Mr. Eliopulos is to serve as an independent consultant and not as an employee of the

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company.  Mr. Eliopulos’ vast mining experience will add to the company’s expertise. Mr. Eliopulos is presently the Senior Geologist for Altair Nanomaterials Inc., and has occupied this position since February 1998. Previously, Mr. Eliopulos was a Consulting Geologist for North Mining Inc., where he was responsible for the supervision of exploration drilling and budgeting for two mineral prospects in Oregon, from February 1997 to January 1998. From November 1994 to February 1997 he was the Consulting Geologist at Barrick Bullfrog, Inc. Mr. Eliopulos was also the Senior Geologist for Rio Algon Exploration, Inc. from January 1990 to August 1994, a Geologist for J. Prochnau & Co. from January 1985 to Dec. 1989, a Geologist for Tenneco Minerals Corporation from January 1997 to December 1984, a Geologist for Texasgulf, Inc., from June 1975 to December 1976, and a Mine Geologist with Homestake Mining Co. previous to that.

Committees of the Board of Directors

We presently do not have an audit committee, compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committees. However, our board of directors is considering establish various committees in the future.  We have no financial expert on our Board of Directors.  We believe the cost related to retaining a financial expert at this time is prohibitive.  Further, because of our start-up operations, we believe the services of a financial expert are not warranted.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of June 17, 2005 by:

i)       each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities,

ii)       each of our directors,

iii)       named executive officers, and

iv)       officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Common Stock (1)
Directors and Officers
Common Stock	Sean Watkinson 4462 John St. Vancouver, BC V5V 3X1 Canada	1,000,000 Direct	30.77%

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Significant Shareholders
Common Stock	Mark Hammer 74 W.14th Ave. Vancouver, BC V5Y 1W6 Canada	500,000 Direct	15.38%
Common Stock	Jim O’Toole 2869 Highbury St. Vancouver, BC V6R 3T7	300,000 Direct	9.23%
Common Stock	Kathy Watkinson 863 E. 15th Ave. Vancouver, BC V5T 2S1	300,000 Direct	9.23%

(1) The percentage of common stock held is based on 3,250,000 shares of common stock issued and outstanding as of June 13, 2004.

We are not aware of any arrangements that may result in "changes in control" as that term is defined by the provisions of Item 403(c) of Regulation S-B.

We believe that all persons named have full voting and investment power with respect to the shares indicated, unless otherwise noted in the table. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

Description of Securities

General

Our authorized capital stock consists of 75,000,000 shares of common stock, with a par value of $0.001 per share. As of June 17, 2005, there were 3,250,000 shares of our common stock issued and outstanding that were held by thirty four (34) stockholders of record. There are no preferred shares authorized or issued.

Common Stock

Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by

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proxy.  Holders of our common stock representing thirty three and one-third percent (33 1/3%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Dividend Policy

We have never declared or paid any dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

Nevada Anti-Takeover laws

Nevada revised statutes sections 78.378 to 78.3793 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation.

Interests of Named Experts and Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was

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employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Williams & Webster, P.S., our independent certified public accountants, have audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. Williams & Webster, P.S. has presented their report with respect to our audited financial statements. The report of Williams & Webster on the financial statements herein includes an explanatory paragraph that states that we have not generated revenues and have an accumulated deficit since inception which raises substantial doubt about our ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Stepp Law Group, a professional corporation, our independent legal counsel, has provided an opinion on the validity of our common stock.

Ken Brook, a Registered Professional Geologist, has provided us with a geological report on the mineral claims. We employed Ken Brook, on a flat rate consulting fee and he has no interest, nor does he expect any interest in the property or securities of Maneki Mining Inc.

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

Our articles of incorporation provide that we will indemnify an officer, director, or former officer or director, to the full extent permitted by law. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act of 1933 is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.

Insofar as indemnification for liabilities resulting from the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable.

Organization within Last Five Years

We were incorporated on November 22, 2004 under the laws of the State of Nevada. Our president, Mr. Sean Watkinson, is our sole promoter. Mr. Watkinson purchased 1,000,000 shares of our common stock effective January 5, 2005 for an aggregate purchase price of $10,000.

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We signed a Mineral Lease Agreement for eight mineral claims, located in Owyhee County, Idaho with Ammetco Resources on December 3, 2004. Maneki Mining Inc. does not, nor ever had a relationship with Ammetco Resources aside from the lease of this property.

Description of Business

In General

We are an exploration stage company engaged in the acquisition and exploration of mineral properties.  We currently hold a lease on eight unpatented lode mining claims that we refer to as the Poison Gulch claims.  Further exploration of these mineral claims is required before a final determination as to their viability can be made.  Although exploratory work on the claims conducted prior to our obtaining a lease on the property has indicated some potential showings of mineralization, we are uncertain as to the potential existence of a commercially viable mineral deposit existing on the Poison Gulch claims. The results of exploratory work of prior companies are reported in the geological report entitled Summary Report for the Poison Gulch Property Owyhee County, Idaho, prepared for us by Ken Brook, a Registered Professional Geologist.

Our plan of operations is to carry out exploration work on these claims in order to ascertain whether they possess commercially exploitable quantities of gold, silver or any other valuable minerals.  We will not be able to determine whether or not our mineral claims contain a commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on that work concludes economic viability.

Mineral Lease Agreement between Maneki Mining Inc. and Ammetco Resources

We entered into a lease agreement with Ammetco Resources on December 3, 2004, granting Maneki the exclusive right to explore, develop, and mine the Property for gold, silver, and other valuable minerals.  The Property consists of eight unpatented lode mining claims located in Owyhee County and hereon referred to as the Poison Gulch Property. We selected this property based upon an independent geological report which we commissioned from Ken Brook, a Registered Professional Geologist, and upon a review of prior work programs conducted on these claims.  Mr. Brook recommended that we take a three-phased exploration approach to this property.

Terms of the lease require that we timely and properly pay the Federal, State, and County annual mining claim maintenance or rental fees, and shall execute and record or file, as applicable, proof of payment of these fees and of Ammetco Resources’ intention to hold the unpatented mining claims which constitute the Property.  As well, any additional claims located or acquired by us within three miles from the exterior boundaries of the Poison Gulch claims shall be subject to the terms of this lease. 

According to the lease Maneki has agreed to pay Ammetco Resources minimum payments which shall be paid in advance.  Maneki paid Ammetco the sum of $4,000 upon execution of this lease.  Maneki has the right to extend the lease upon payment of $5,000 on or before the first anniversary of the execution of the lease. Maneki has agreed to pay $10,000 on or before the second anniversary of the execution of the lease. Maneki has agreed to pay $10,000 on or before the third anniversary of the execution of the lease. Maneki has agreed to pay $15,000 on or before the fourth anniversary

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of the execution of the lease. Maneki has also agreed that each annual payment beginning with the fifth anniversary will be $50,000 plus an annual increase or decrease equivalent to the rate of inflation. The Buyout price of the claims under the lease is $5,000,000 (five million dollars) from which advance royalty payments, made up to the date of the buyout, may be subtracted from the Buyout price

The term of the lease is for twenty (20) years, renewable for an additional twenty (20) years so long as conditions of the lease are met.

Description and Location of the Poison Gulch mineral claims

The Poison Gulch Property claims consist of eight unpatented lode claims located in Owyhee County, Idaho.

Claim Name	BLM Serial Number
Poison #1	IMC # 179121
Poison #2	IMC # 141587
Poison #3	IMC # 141588
Poison #4	IMC # 179122
Poison #5	IMC # 179123
Poison #6	IMC # 141591
Poison #7	IMC # 141592
Poison #8	IMC # 179124

 The Poison Gulch Property is located approximately 25 miles west-southwest of the village of Bruneau, Idaho.  The eight claims are located in sections 14 and 23, T. 7 S., R. 1 E, Owyhee County, Idaho.  The project are is accessed from the village of Grandview by going two miles southwest on Idaho route 78 to the Mud Flat road and then going 13 miles on the Mud Flat road until the pavement ends.  Two point seven miles beyond the end of the pavement, make a sharp right turn, follow the road northeast for two point one miles and turn left (west) on the jeep trail.  Follow the trail two point eight miles to a gate in the fence.  Continue traveling west and then southwest for approximately one mile to the center of the old workings. The claims are located on the southwestern edge of the Snake river Plain.

Geological Exploration Program in General

We have obtained an independent Geological Report and have acquired a lease on the Poison Gulch mineral claims.  We engaged Ken Brook, a Registered Professional Geologist, who has prepared this Geological Report and reviewed all available exploration data completed on the mineral claims.

Mr. Ken Brook is a graduate of the University of Texas at Austin, where he obtained a B.Sc. degree in geology in 1967 and subsequently obtained a Master of Science degree in geology from the University of Arizona in 1974. He is a registered consulting geologist in the states of California and Arizona, and a Fellow in the Geological Association of Canada. He has been engaged in his profession as a geologist since 1969 and has been employed by mining companies and others as a consulting geologist since 1977.  He is also the president of Desert Ventures, Inc. a geological consulting firm in Reno, Nevada.

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We have not yet commenced exploration of the mineral claim and exploration is currently in the preliminary stages.  Our exploration program is exploratory in nature and there is no assurance that mineral reserves will be found.  The details of the Geological Report are provided below.

Summary Report for the Poison Gulch Property Owyhee County, Idaho, Dated December 2, 2004

A primary purpose of the geological report was to review information from previous exploration of the mineral claims and to recommend exploration procedures to establish the feasibility of a mining project on the mineral claims.  The summary report lists various results of the history of the exploration of the mineral claims, the regional and local geology of the mineral claims and the mineralization and the geological formations identified as a result of prior exploration.  The summary report also gave conclusions regarding potential mineralization of the mineral claims and recommended a further geological exploration program.

Conclusions of the Summary Report for the Poison Gulch Property Owyhee County, Idaho

Based on Ken Brook’s research of the property he came to the following conclusions:

The Poison Gulch property hosts gold values up to 0.3 oz/ton in small, discontinuous, iron-oxide-stained quartz veinlets within a broader, structurally controlled zone of clay alteration.  The mineralization is hosted by Miocene volcanics, which are a common host for precious metal deposits in the western U.S.  Previous exploration work has been limited to mapping and sampling of the often poorly exposed veinlets, but has documented a gold-mineralized zone over 2000 feet-long.   Higher gold values are associated with very high levels of arsenic and antimony and elevated mercury values.  This association is typical of the upper levels of precious metal, epithermal vein deposits.  The discontinuous nature of the quartz veinlets is also typical of the upper levels of epithermal systems.  At the Ken Snyder mine near Midas, Nevada, the old workings explored discontinuous, iron-oxide-stained, breccia zones in Miocene rhyolites which were locally silicified.  The upper r eaches of the actual banded vein comprising the main ore zone were found 400 to 800 feet below the old workings

The zone's lack of geophysical response is not surprising.  Seldom do precious metal veins contain sufficient amounts of sulfide material to provide an EM response.  Based on the interpretation that the discontinuous nature of the quartz veinlets and the high toxic element values are indicative of the upper levels of an epithermal system, the main zone of mineralization could be 500 to 900-feet below the surface.  The effectiveness of any geophysical method locating three to five-foot wide, quartz veins at this depth is questionable.

The 2000-foot strike length of strongly anomalous to high-grade gold values suggests that a significant, gold-bearing, epithermal event was localized by the Poison Gulch structures.  The results of previous exploration efforts are sufficiently encouraging to warrant the recommendation of an exploration program to test the structures at depth.

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Recommendations

Based on the conclusions of the Summary Report for the Poison Gulch Property Owyhee County, Idaho, Ken Brook, consulting geologist, recommended a three phase exploration program for the Poison Gulch property.

Phase One will consist of staking additional claims, digging trenches across the gold zone, careful sampling of mineralized zones in the trenches, detailed mapping of the gold zone and trenches.  Estimated cost for Phase One is US$41,932

Phase Two will consist of selecting initial drill targets, posting the requisite reclamation bond with the Bureau of Land Management (BLM), obtaining the BLM permit to drill and drilling three, 700-foot, angle reverse circulation holes to test the mineralized structures at a depth of 500-feet, and three, 1000-foot, angle, reverse circulation holes to test the mineralized structures at a depth of 900-feet.  Estimated cost for Phase Two is US$107,908

Phase Three will only be implemented if there is success, i.e., good gold intercepts in the Phase Two drill holes, and will consist of core holes wedged off from the successful reverse circulation holes to expand the mineralized zone(s).  Estimated cost for Phase Three is US$116,999

With contingencies at 10% and claim holding costs for one year, the total project budget proposed is US$298,463.

Competition

We are a junior mineral resource exploration company engaged in the business of mineral exploration. We compete with other junior mineral resource exploration companies for financing from a limited number of investors that are prepared to make investments in junior mineral resource exploration companies. The presence of competing junior mineral resource exploration companies may impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors. We also compete for mineral properties of merit with other junior exploration companies. Competition could reduce the availability of properties of merit or increase the cost of acquiring the mineral properties.

Government Regulations:

We will be required to conduct all mineral exploration activities in accordance with the Bureau of Land Management of the United States Department of the Interior. We will be required to obtain a permit prior to the initiation of the second stage of our planned exploration program as this stage will involve drilling on the property.  We would be required to submit plan of operation in connection with the permit application. It is estimated that it would take approximately two to three months to obtain the required permit at an estimated cost to us of approximately $10,000.

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Employees

We have no employees as of the date of this prospectus other than our president. We conduct our business largely through agreements with consultants and arms-length third parties.

Office Property

We maintain our executive office at 4462 John Street, Vancouver, B.C., Canada V5V 3X1. This office space is being provided to the company free of charge by our president, Mr. Watkinson. This arrangement provides us with the office space necessary at this point. Upon significant growth of the company it may become necessary to lease or acquire additional or alternative space to accommodate our development activities and growth.

Research and Development Expenditures

We have not incurred any research or development expenditures since our incorporation.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademark.

Plan of Operations

Our business plan is to proceed with the exploration of the Poison Gulch mineral claims to determine whether there are commercially exploitable reserves of gold, silver or other metals.  We have decided to embark upon the initial phase of the exploration program recommended by Ken Brook, consulting geologist.  However we have decided to alter Phase One of the exploration program. We have decided that Mr. Brook’s recommendation to stake additional claims as part of Phase One is not necessary at present time, and due to limited funds, the company believes that money is best spent at this point in the business plan on the claims that Maneki currently holds lease to.  We plan to stake additional claims as a follow up to Phase One.  We have broken down Phase One into three steps. Step one consists of geologic mapping which is estimated to cost $8,169. Step Two will consist of sampling which is estimated to cost $19,835. Step Three will consist of trenching which is estimated to cost $2,560. The total cost of Phase One is estimated at $30,564.

We have sufficient cash reserves to proceed with Step One of Phase One which consists of geologic mapping of the claims. The anticipated cost of this Step is $8,169. We expect that the geologic mapping of the claims to be concluded by the end of August 2005.  Once we receive the results of this step, our board of directors, in consultation with our consulting geologist, Mr. George J. Eliopulos, will asses how to proceed to the next Step.

The company will have sufficient capital to commence Step Two of the initial phase. However, most likely will not have sufficient cash on hand to complete this stage, and will need to raise the balance of the funds requires along with additional funds to meet ongoing capital needs. Once we receive preliminary results of the sampling we will assess whether to precede any further exploration phases.  In making this determination to proceed with further exploration, we will make

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an assessment as to whether the results of the initial work completed are sufficiently positive to enable us to proceed.  This assessment will include an assessment of our cash reserves after the completion of Step One and the commencing of Step Two of the initial phase of exploration.  Should the results of these steps prove not to be sufficiently positive to proceed with a further exploration on the Poison Gulch claims, we intend to seek out and acquire other North American mineral exploration properties which, in the opinion of our consulting geologist, offer attractive mineral exploration opportunities.

If results are positive from our initial phase of exploration we intend to proceed to Phase Two of the exploration program. The cost of this Phase is estimated at $107,908. In the event that we determined to conduct this phase of the exploration program we will need to raise the entire amount of the exploration phase along with additional funds to meet ongoing capital needs.

During this phase of the exploration program, our President will be devoting approximately five to ten hours per week of his time to our business.  We do not foresee this limited involvement as negatively impacting our company over the next twelve months as all exploratory work is being performed by outside consultants. If, however, the demands of our business require more time of Mr. Watkinson such as raising additional capital or addressing unforeseen issues with regard to our exploration efforts, he is prepared to adjust his timetable to devote more time to our business.  However, he may not be able to devote sufficient time to the management of our business, as and when needed.

Upon the event that we require additional funding, we anticipate that such funding will be in the form of equity financing from the sale of our common stock.  However we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund additional phases of the exploration program, should we decide to proceed.  We believe that debt financing will not be an alternative for funding any phases in our exploration program.  The risky nature of this enterprise and lack of tangible assets places debt financing beyond the credit-worthiness by most banks or typical investors or corporate debt until such time as an economically viable mine can be demonstrated.  We do not have any arrangements in place for any future equity financing.

Results of Operations for Period Ending March 31, 2005

We did not earn any revenues from inception through the period ending March 31, 2005.  We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties.  We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.

We incurred operating expenses in the amount of $5,498 from inception on November 22, 2004 through the period ended March 31, 2005.  These operating expenses included; (a) a payment for an independent geological report on the Poison Gulch mineral claims; (b) resource property costs associated with the lease on the Poison Gulch mineral claims; (c) legal fees in addition to general and administrative expenses.  We anticipate our operating expenses will increase as we undertake our plan of operations.  The increase will be attributed to our completion of the first step of our

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initial phase of our geological exploration program and the professional fees to be incurred in connection with the filing of a registration statement with the Securities Exchange Commission under the Securities Act of 1933.  We anticipate our ongoing operating expenses will also increase once we become a reporting company under the Securities Exchange Act of 1934.

We incurred a loss in the amount of $5,498 from inception on November 22, 2004 through the period ended March 31, 2005.  Our loss was attributed to operating expenses, organizational costs, professional fees and resource property costs.

Reports to Security Holders

At this time, we are not required to provide annual reports to security holders. However, shareholders and the general public may view and download copies of all of our filings with the SEC, including annual reports, quarterly reports, and all other reports required under the Securities Exchange Act of 1934, by visiting the SEC site (http://www.sec.gov) and performing a search of our electronic filings. We plan to register as a reporting company under the Securities Exchange Act of 1934 concurrent with the effectiveness of this registration statement. Thereafter, annual reports will be delivered to security holders as required or they will be available online.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive exploration activities. For these reasons our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Future Financings

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any of additional sales of our equity securities or arrange for debt or other financing for to fund our planned mining, development and exploration activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Certain Relationships and Related Transactions

We issued 1,000,000 total shares of common stock to our president, Mr. Watkinson for total consideration of $10,000 effective January 5^th 2005. This issuance was made to Mr. Watkinson, who is a sophisticated individual and was in a position of access to relevant and material information regarding our operations. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Act.

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We completed an offering of 500,000 shares of our common stock at a price of $0.01 per share to Mark Hammer on January 5^th 2005. Mr. Hammer is a fellow real-estate agent and partner of Mr. Watkinson. The total amount we received from him pursuant to the offering was $5,000. We completed the offering pursuant to Regulation S of the Securities Act.

George J. Eliopulos, is a consultant to our company. We have a service agreement with Mr. Eliopulos dated January 18, 2005. Mr. Eliopulos is also a principle of Nevada Mine Properties II, the 100% owner of the Poison Gulch claims that we lease from Amettco Resources.

Family relationships between any of the selling shareholders and Sean Philip Watkinson, our President and Sole Director:

Rena Elizabeth Watkinson                    Mother
Paul Watkinson                                    Father
Kathy Watkinson                                 Sister 

Market for Common Equity and Related Stockholder Matters

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate making an application for trading of our common stock on the Over-the-Counter Bulletin Board electronic quotation service upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the Over-the-Counter Bulletin Board electronic quotation service or, if traded, that a public market will materialize.

The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask

27

prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.

Holders of Our Common Stock

As of the date of this Registration Statement, we had 34 (thirty four) shareholders.

Rule 144 Shares

As of June 17, 2005, no shares currently issued and outstanding could be resold pursuant to Section 144 of the Securities Act.  This is because no shares have been held for 2 years in order to satisfy 144(K) and no sufficient public information is available to satisfy the other 144 rules.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1.	We would not be able to pay our debts as they become due in the usual course of business; or
2.	Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

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We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the period from our inception through June 17, 2005.

		Annual Compensation				Long Term Compensation
Name	Title	Year	Salary ($)	Bonus	Other Annual Compensation	Restricted Stock Awarded	Options/* SARs (#)	LTIP payouts ($)	All Other Compensation
Sean Philip Watkinson	President, CEO, and Sole Director	2005 2004	$0 $0	$0 $0	$0 $0	0 0	0 0	0 0	0 0

We do not pay to our directors or officers any salary or consulting fee. We anticipate that compensation may be paid to officers in the event that we decide to precede with additional exploration programs in the future.

We do not pay to our directors any compensation for serving as a director on our board of directors.

Stock Option Grants

We did not grant any stock options to the executive officers or directors from inception through June 17, 2005.

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Financial Statements

Index to Financial Statements:

Audited consolidated financial statements for the period ended March 31, 2004, including:

31          Auditors’ Report

32          Balance Sheet

33          Statement of Operations

34          Statement of Stockholders’ Equity

35          Statement of Cash Flows

36-41     Notes to Financial Statements

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Maneki Mining Inc.
Vancouver, British Columbia
Canada

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheet of Maneki Mining Inc. (a Nevada corporation and exploration stage company) as of March 31, 2005, and the related statements of operations, stockholders’ equity and cash flows for the period from inception (November 22, 2004) to March 31, 2005.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Maneki Mining Inc. as of March 31, 2005 and the results of its operations, stockholders equity and its cash flows for the initial period then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 2, the Company has a history of operating losses, has limited cash resources, and its viability is dependent upon its ability to meet its future financing requirements, and the success of future operations.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Williams & Webster, P.S.

Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington

                                                                                                                                                      May 25, 2005

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MANEKI MINING INC.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEET
					March 31,
					2005
ASSETS
	CURRENT ASSETS
		Cash		$	33,066
		Prepaid expenses			4,186
			Total Current Assets		37,252
	TOTAL ASSETS			$	37,252
LIABILITIES AND STOCKHOLDERS' EQUITY
	CURRENT LIABILITIES			$	-
	COMMITMENTS AND CONTINGENCIES				-
	STOCKHOLDERS' EQUITY
		Preferred stock, 5,000,000 shares authorized,
			$0.001 par value; no shares issued and outstanding		-
		Common stock, 75,000,000 authorized, $0.001 par value
			2,887,500 shares issued and outstanding		2,888
		Additional paid-in capital			39,863
		Deficit accumulated during development stage			(5,498)
			Total Stockholder's Equity		37,252
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	37,252

The accompanying notes are an integral part of these financial statements.

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MANEKI MINING INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF OPERATIONS
				From November 22,
				2004 (Inception) to
				March 31,
				2005
SALES			$	-
GROSS PROFIT				-
EXPENSES
	Legal and accounting			814
	Resource property costs			4,000
	General and administrative			234
	Consulting			450
		TOTAL EXPENSES		5,498
LOSS FROM OPERATIONS				(5,498)
INCOME TAXES				-
NET LOSS			$	(5,498)
	NET LOSS PER COMMON SHARE,
		BASIC AND DILUTED	$	nil
	WEIGHTED AVERAGE NUMBER OF
		COMMON STOCK SHARES
		OUTSTANDING, BASIC AND DILUTED		1,909,012

The accompanying notes are an integral part of these financial statements.

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MANEKI MINING INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
								Deficit
		Common Stock				Additional		Accumulated During		Total
		Number				Paid-in		Development		Stockholders'
		of Shares		Amount		Capital		Stage		Equity
Balance November 22, 2004 (inception)		-	$	-	$	-	$	-	$	-
Common stock issued for cash at  $0.01		1,500,000		1,500		13500		-		15,000
	per share
Common stock issued for cash at $0.02		1,387,500		1,388		26,363		-		27,750
	per share
Net loss for period ended March 31, 2005		-		-		-		(5,498)		(5,498)
Balance, March 31, 2005		2,887,500	$	2,888	$	39,863	$	(5,498)	$	37,252

The accompanying notes are an integral part of these financial statements.

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MANEKI MINING INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF CASH FLOWS
				From November 22,
				2004 (Inception) to
				March 31,
				2005
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss		$	(5,498)
	Adjustments to reconcile net loss
		to net cash provided (used) by operating activities:
	Increase in prepaid expenses			(4,186)
Net cash provided (used) by operating activities				(9,684)
CASH FLOWS FROM INVESTING ACTIVITIES				-
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from sale of common stock			42,750
Net cash provided (used) by operating activities				42,750
Change in cash				33,066
Cash, beginning of period				-
Cash, end of period			$	33,066
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest paid			$	-
Income taxes paid			$	-

The accompanying notes are an integral part of these financial statements.

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MANEKI MINING INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2005

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Maneki Mining Inc. (hereinafter “Maneki” or “the Company”) was incorporated in the State of Nevada, U.S.A., on November 22, 2004.

The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations.  In 2005 the Company acquired a mineral lease on property in Owyhee County Idaho.  It is primarily engaged in the acquisition and exploration of mining properties.  Upon location of a commercial minable reserve, the Company expects to actively prepare the site for its extraction and enter a development stage.

The Company’s fiscal year end is March 31.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in the United States.  Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.  The financial statements have, in management’s opinion been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

Accounting Method
The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153.  This statement addresses the measurement of exchanges of nonmonetary assets.  The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions,” is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged.  The guidance in that opinion; however, included certain exceptions to that principle.  This statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance.  A nonmonetrary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  This statement is effective for financial statements for fiscal years beginning after June 15, 2005.  Earlier application is permitted for nonmonetary asset exchanges incurred during fiscal years beginning after the date of this statement is issued.  Management believes the adoption will have no impact on the financial statements of the Company.

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MANEKI MINING INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2005

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 152, which amends FASB statement No. 66, “Accounting for Sales of Real Estate,” to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, “Accounting for Real Estate Time-Sharing Transactions.”  This statement also amends FASB Statement No. 67, “Accounting for Costs and Initial Rental Operations of Real Estate Projects,” to state that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions.  The accounting for those operations and costs is subject to the guidance in SOP 04-2.  This statement is effective for financial statements for fiscal years beginning after June 15, 2005.  Management believes the adoption of this statement will have no impact on the financial statements of the Company.

In December 2004, the Financial Accounting Standards Board issued a revision to Statement of Financial Accounting Standards No. 123R, “Accounting for Stock Based Compensations.”  This statement supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance.  This statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services.  It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.  This statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.  This statement does not change the accounting guidance for share based payment transactions with parties other than employees provided in Statement of Financial Accounting Standards No. 123.  This statement does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership Plans.” The Company has not yet determined the impact to its financial statements from the adoption of this statement.

In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 151, “Inventory Costs— an amendment of ARB No. 43, Chapter 4”. This statement amends the guidance in ARB No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that “. . . under some circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges. . . .” This statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of “so abnormal.” In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on t he normal capacity of the production facilities. This statement is effective for inventory costs incurred during fiscal years beginning after June 15, 2005.  Management does not believe the adoption of this statement will have any immediate material impact on the company.

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MANEKI MINING INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2005

Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. 

Compensated Absences
The Company does not offer paid vacation or personal time to its employees.  Accordingly, there is no related accrual of expenses.

Derivative Instruments
The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (hereinafter “SFAS No. 133”), as amended by SFAS No. 137, “Accounting for Derivative Instruments and Hedging Activities – Deferral of the Effective Date of FASB No. 133”, and SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities”, and SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”.  These statements establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities.  They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

At March 31, 2005, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.

Fair Value of Financial Instruments
The Company's financial instruments as defined by Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," include cash and prepaid expenses.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at March 31, 2005.

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MANEKI MINING INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2005

Mineral Property Payments and Exploration Costs
The Company expenses all costs related to the acquisition, maintenance and exploration of mineral claims in which it has secured exploration rights prior to establishment of proven and probable reserves.  To date, the Company has not established the commercial feasibility of its exploration prospects; therefore, all costs are being expensed.

Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period.  Actual results could differ from these estimates.

Income Taxes
The Company has adopted Statement of Financial Accounting Standards No. 109 – “Accounting for Income taxes” (SFAS 109).  This standard requires the use of an asset and liability approach for financial accounting, and reporting on income taxes.  If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.  See Note 5.

Basic and Diluted Loss Per Share
In accordance with SFAS No. 128 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding.  Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would be outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

Going Concern
The accompanying financial statements have been prepared assuming the company will continue as a going concern.

As shown in the accompanying financial statements, the Company has incurred a net loss of $5,498 for the period from November 22, 2004 (inception) to March 31, 2005, and has no sales.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties.  Management has plans to seek additional capital through a private placement or public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. The Company expects it will require $30,000 to prepare for drilling on the Company’s property. In the next 12 months the Company will require additional funds of approximately $100,000 to drill the targets it defines on the property. The

39

MANEKI MINING INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2005

company plans to obtain additional capital through a private placement or public offering upon listing on the NASD OTC-BB.

NOTE 3 – MINERAL PROPERTY INTEREST

On February 28^th 2005 the Company entered into a Mineral Lease Agreement with Ammetco Resources for the unpatented lode mining claims, known as the “Poison Gulch” Property located in Owyhee County, Idaho, for cash consideration of $4,000.  The Company expensed the entire amount.

NOTE 4 – PREPAID EXPENSES

Prepaid expenses consists of amounts paid in retainer to the Company’s attorney.  The Company originally paid a retainer of $5,000.  The Company has expensed $814 of this amount.

NOTE 5 – PROVISION FOR TAXES

Income taxes are provided based upon the liability method of accounting pursuant to Statement of Financial Accounting Standards No. 109 “Accounting for Income Taxes.”  Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end.  A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by SFAS No. 109 to allow recognition of such an asset.

At March 31, 2005, the Company had net deferred tax assets calculated at an expected combined state and federal rate of 41% of approximately $2,200 principally arising from net operating loss carryforwards for income tax purposes.  As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been established at March 31, 2005.  The significant components of the deferred tax asset at March 31, 2005 were as follows:

	March 31, 2005
Net operating loss carryforward	$ 5,300
Deferred tax asset	2,200
Deferred tax asset valuation allowance	$ (2,200)

At March 31, 2005, the Company has net operating loss carryforwards of approximately $5,300, which expire in the year 2025. 

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MANEKI MINING INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2005

NOTE 6 – PREFERRED AND COMMON STOCK

The Company has 5,000,000 shares of preferred stock authorized and none issued.

The Company has 75,000,000 shares of common stock authorized.  All shares of stock are non-assessable and non-cumulative, with no preemptive rights.

During the period ended March 31, 2005, the Company issued 2,887,500 shares of common stock for cash of $42,750.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

In January 2005, the Company entered into a consulting agreement with an individual for exploration and mining geology services.  Under the agreement, the Company will pay this individual $500 per day and reimbursement of all expenses.  At the date of the financial statements, no services under this contract have been performed.

NOTE 8 – SUBSEQUENT EVENTS

Subsequent to the date of the financial statements, the Company sold an additional 362,500 shares of common stock for cash of $7,250.

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Changes in and Disagreements with Accountants

We have had no changes in or disagreements with our accountants.

Where You Can Find More Information

We have filed a Registration Statement on form SB-2 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This Prospectus is filed as a part of that Registration Statement, but does not contain all of the information contained in the Registration Statement and exhibits. Statements made in the Registration Statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our Registration Statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the Registration Statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the Registration State ment may be obtained from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our Registration Statement and the referenced exhibits can also be found on this site.

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Part II

Information Not Required In the Prospectus

Item 24. Indemnification of Directors and Officers

Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.

Under the Nevada statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:

(1)	a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;
(2)	a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
(3)	a transaction from which the director derived an improper personal profit; and
(4)	Willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

(1)	such indemnification is expressly required to be made by law;
(2)	the proceeding was authorized by our Board of Directors;
(3)	such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or
(4)	Such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the company, or is or was serving at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition

43

of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.

Our bylaws provide that no advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director of the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.

Insofar as indemnification for liabilities resulting from the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable.

Item 25. Other Expenses of Issuance and Distribution

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee	$         4.12
Federal Taxes	$          NIL
State Taxes and Fees	$          NIL
Transfer Agent Fees	$        1,000
Accounting fee and expenses	$        4,000
Legal fees and expenses	$        6,000
Total	$ 11,004.12

We are paying all expenses of the offering listed above. No portion of these expenses will be paid by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Item 26. Recent Sales of Unregistered Securities

We issued 1,000,000 shares of common stock on January 5, 2005 to Mr. Sean Philip Watkinson, our president, chief financial officer and sole director.  Mr. Watkinson acquired these shares at a price of $0.01 per share.  We received $10,000 from this offering.  These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act.

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We issued 500,000 shares of common stock on January 5, 2005 to Mr. Mark Hammer, a business associate of our president.  Mr. Hammer acquired these shares at a price of $0.01 per share.  We received $5,000 from this offering. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act.

We completed an offering of 1,750,000 shares of our common stock at a price of $0.02 per share to a total of thirty-two (32) purchasers on April 5, 2005.  The total amount we received from this offering was $35,000.  We completed the offering pursuant to Regulation S of the Securities Act.  Each purchaser represented to us that he/she was a non-US person as defined in Regulation S.  We did not engage in distribution of this offering in the United States.  Each purchaser represented his/her intention to acquire the securities for investment only and not with a view toward distribution. Each investor was given adequate access to sufficient information about us to make an informed investment decision.  None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.  No registration rights were granted to any of the purchasers.

Item 27. Exhibits

Exhibit Number	Description
3.1	Articles of Incorporation
3.2	By-Laws
5.1	Opinion of Stepp Law Group, a professional corporation, with consent to use
10.1	Mineral Lease Agreement dated December 3, 2004 between Maneki Mining Inc. and Ammetco Resources.
10.2	Service Agreement dated January 18, 2005 between Maneki Mining Inc. and George J. Eliopulos
23.1	Consent of Williams & Webster, P.S., Certified Public Accountants
23.2	Consent of Ken Brook, RPG, Consulting Geologist

Item 28. Undertakings

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(a)    to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(b)    to reflect in the prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement, and;

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(c)    To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the mater has been stated by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act of 1933, and we will be governed by the final adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City Vancouver, Province of British Columbia, Canada on June 17, 2005.

	MANEKI MINING INC.
By:	/s/   Sean Philip Watkinson      .
	Sean Philip Watkinson President, Secretary and Treasurer and Sole Director

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EX-3.1

Exhibit 3.1

ARTICLES OF INCORPORATION

OF

MANEKI MINING INC.

* * * * *

         The undersigned, acting as incorporator, pursuant to the provisions of the laws of the State of Nevada relating to private corporations, hereby adopts the following Articles of Incorporation:

         ARTICLE ONE.        [NAME].        The name of the corporation is:

MANEKI MINING INC.

         ARTICLE TWO.       [RESIDENT AGENT].          The initial agent for service of process is Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880, City of Reno, County of Washoe, State of Nevada 89501.

         ARTICLE THREE.   [PURPOSES].           The purposes for which the corporation is organized are to engage in any activity or business not in conflict with the laws of the State of Nevada or of the United States of America, and without limiting the generality of the foregoing, specifically:

         I.          [OMNIBUS].             To have to exercise all the powers now or hereafter conferred by the laws of the State of Nevada upon corporations organized pursuant to the laws under which the corporation is organized and any and all acts amendatory thereof and supplemental thereto.

         II.        [CARRYING  ON  BUSINESS  OUTSIDE  STATE].    To conduct and carry on its business or any branch thereof in any state or territory of the United States or in any foreign country in conformity with the laws of such state, territory, or foreign country, and to have and maintain in any state, territory, or foreign country a business office, plant, store or other facility.

         III.       [PURPOSES  TO  BE  CONSTRUED  AS  POWERS].  The purposes specified herein shall be construed both as purposes and powers and shall be in no wise limited or restricted by reference to, or inference from, the terms of any other clause in this or any other article, but the purposes and powers specified in each of the clauses herein shall be regarded as independent purposes and powers, and the enumeration of specific purposes and powers shall not be construed to limit or restrict in any manner the meaning of general terms or of the general powers of the corporation; nor shall the expression of one thing be deemed to exclude another, although it be of like nature not expressed.

         ARTICLE FOUR.      [CAPITAL STOCK]. The corporation shall have authority to issue an aggregate of SEVENTY-FIVE MILLION (75,000,000) Common Capital Shares, ONE MILL ($0.001) PAR VALUE per share for a total capitalization of SEVENTY-FIVE THOUSAND DOLLARS ($75,000).

         The holders of shares of capital stock of the corporation shall not be entitled to pre-emptive or preferential rights to subscribe to any unissued stock or any other securities which the corporation may now or hereafter be authorized to issue.

         The corporation's capital stock may be issued and sold from time to time for such consideration as may be fixed by the Board of Directors, provided that the consideration so fixed is not less than par value.

         The stockholders shall not possess cumulative voting rights at all shareholders meetings called for the purpose of electing a Board of Directors.

         ARTICLE FIVE.        [DIRECTORS].         The affairs of the corporation shall be governed by a Board of Directors of no more than eight (8) nor less than one (1) person.  The name and address of the first Board of Directors is:

         NAME                                               ADDRESS

         Sean Philip Watkinson                         4462 John Street
                                                                    Vancouver, British Columbia
                                                                    Canada V5V 3X1

         ARTICLE SIX.          [ASSESSMENT OF STOCK].          The   capital stock of the corporation, after the amount of the subscription price or par value has been paid in, shall not be subject to pay debts of the corporation, and no paid up stock and no stock issued as fully paid up shall ever be assessable or assessed.

         ARTICLE SEVEN.    [INCORPORATOR].             The name and address

of the incorporator of the corporation is as follows:

         NAME                                                ADDRESS

         Amanda Cardinalli                                50 West Liberty Street, Suite 880
                                                                     Reno, Nevada 89501

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         ARTICLE EIGHT.    [PERIOD OF EXISTENCE].           The period of existence of the corporation shall be perpetual.

         ARTICLE NINE.       [BY-LAWS].     The initial By-laws of the corporation shall be adopted by its Board of Directors.  The power to alter, amend, or repeal the By-laws, or to adopt new By-laws, shall be vested in the Board of Directors, except as otherwise may be specifically provided in the By-laws.

         ARTICLE TEN.         [STOCKHOLDERS' MEETINGS]. Meetings of stockholders shall be held at such place within or without the State of Nevada as may be provided by the By-laws of the corporation.  Special meetings of the stockholders may be called by the President or any other executive officer of the corporation, the Board of Directors, or any member thereof, or by the record holder or holders of at least ten percent (10%) of all shares entitled to vote at the meeting.  Any action otherwise required to be taken at a meeting of the stockholders, except election of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by stockholders having at least a majority of the voting power.

         ARTICLE ELEVEN. [CONTRACTS OF CORPORATION].       No contract or other transaction between the corporation and any other corporation, whether or not a majority of the shares of the capital stock of such other corporation is owned by this corporation, and no act of this corporation shall in any way be affected or invalidated by the fact that any of the directors of this corporation are pecuniarily or otherwise interested in, or are directors or officers of such other corporation.  Any director of this corporation, individually, or any firm of which such director may be a member, may be a party to, or may be pecuniarily or otherwise interested in any contract or transaction of the corporation; provided, however, that the fact that he or such firm is so interested shall be disclosed or shall have been known to the Board of Directors of this corporation, or a majority thereof; and  any director of this corporation who is also a director or officer of such other corporation, or who is so interested, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this corporation that shall authorize  such contract or transaction, and may vote thereat to authorize such contract or transaction, with like force and effect as if he were not such director or officer of such other corporation or not so interested.

         ARTICLE TWELVE.    [LIABILITY OF DIRECTORS AND OFFICERS].   No director or officer shall have any personal liability to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except that this Article Twelve shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of the Nevada Revised Statutes.

         IN WITNESS WHEREOF, the undersigned incorporator has hereunto affixed her  signature at Reno, Nevada this 19th of November, 2004.

                                                                                                                         AMANDA CARDINALLI

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EX-3.2

Exhibit 3.2

BY-LAWS FOR THE REGULATION
EXCEPT AS OTHERWISE PROVIDED BY STATUTE
OR ITS ARTICLES OF INCORPORATION OF

* * * MANEKI MINING INC. * * *

A NEVADA CORPORATION

* * * * *


ARTICLE I.

Offices

                        Section 1.  PRINCIPAL OFFICE.  The principal office for the transaction of the business of the corporation is hereby fixed and located at Suite 880, Bank of America Plaza, 50 West Liberty Street, Reno, Nevada 89501, being the offices of THE NEVADA AGENCY AND TRUST COMPANY.  The board of directors is hereby granted full power and authority to change said principal office from one location to another in the State of Nevada.

                        Section 2.  OTHER OFFICES.  Branch or subordinate offices may at any time be established by the board of directors at any place or places where the corporation is qualified to do business.

ARTICLE II.

Meetings of Shareholders

                        Section 1.  MEETING PLACE.   All  annual  meetings   of shareholders and all other meetings of shareholders shall be held either at the principal office or at any other place within or without the State of Nevada which may be designated either by

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the board of directors, pursuant to authority hereinafter granted to said board, or by the written consent of all shareholders entitled to vote thereat, given either before or after the meeting and filed with the Secretary of the corporation.

                        Section 2.  ANNUAL MEETINGS.  The   annual  meetings   of shareholders shall be held on the 1^st day of November each year, at the hour of 10:00 o'clock a.m. of said day commencing with the year 2005, provided, however, that should said day fall upon a legal holiday then any such annual meeting of shareholders shall be held at the same time and place on the next day thereafter ensuing which is not a legal holiday.  The board of directors of the corporation shall have the power to change the date of the annual meeting as it deems appropriate.

                        Written notice of each annual meeting signed by the president or a vice president, or the secretary, or an assistant secretary, or by such other person or persons as the directors shall designate, shall be given to each shareholder entitled to vote thereat, either personally or by mail or other means of written communication, charges prepaid, addressed to such shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice.  If a shareholder gives no address, notice shall be deemed to have been given to him, if sent by mail or other means of written communication addressed to the place where the

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principal office of the corporation is situated, or if published at least once in some newspaper of general circulation in the county in which said office is located.  All such notices shall be sent to each shareholder entitled thereto not less than ten (10) nor more than sixty (60) days before each annual meeting, and shall specify the place, the day and the hour of such meeting, and shall also state the purpose or purposes for which the meeting is called.

                        Section 3.  SPECIAL MEETINGS.  Special  meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the president or by the board of directors, or by one or more shareholders holding not less than 10% of the voting power of the corporation.  Except in special cases where other express provision is made by statute, notice of such special meetings shall be given in the same manner as for annual meetings of shareholders.  Notices of any special meeting shall specify in addition to the place, day and hour of such meeting, the purpose or purposes for which the meeting is called.

                        Section 4.  ADJOURNED MEETINGS AND NOTICE THEREOF.  Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum, no other business may be transacted at any such meeting.

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                        When any shareholders' meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.  Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

                        Section 5.  ENTRY OF NOTICE.   Whenever any  shareholder entitled to vote has been absent from any meeting of shareholders, whether annual or special, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such meeting was given to such shareholders, as required by law and the By-Laws of the corporation.

                        Section 6.  VOTING.   At all  annual and special meetings of stockholders entitled to vote thereat, every holder of stock issued to a bona fide purchaser of the same, represented by the holders thereof, either in person or by proxy in writing, shall have one vote for each share of stock so held and represented at such meetings, unless the Articles of Incorporation of the company shall otherwise provide, in which event the voting rights, powers and privileges prescribed in the said Articles of Incorporation shall prevail.  Voting for

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directors and, upon demand of any stockholder, upon any question at any meeting shall be by ballot.  Any director may be removed from office by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to voting power.

                        Section 7.  QUORUM.   The presence  in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting shall constitute a quorum for the transaction of business.  The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

                        Section 8.  CONSENT OF ABSENTEES.    The transactions  of any meeting of shareholders, either annual or special, however called and noticed, shall be as valid as though at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, sign a written Waiver of Notice, or a consent to the holding of such meeting, or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of this meeting.

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                        Section 9.  PROXIES.   Every person  entitled to vote  or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the secretary of the corporation; provided that no such proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the shareholder executing it specifies therein the length of time for which such proxy is to continue in force, which in no case shall exceed seven (7) years from the date of its execution.

ARTICLE III

                        Section 1.  POWERS.   Subject to the limitations  of the Articles of Incorporation or the By-Laws, and the provisions of the Nevada Revised Statutes as to action to be authorized or approved by the shareholders, and subject to the duties of directors as prescribed by the By-Laws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be controlled by the board of directors.  Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers, to wit:

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                        First - To select and remove all the other officers, agents and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or the By-Laws, fix their compensation, and require from them security for faithful service.

                        Second - To conduct, manage and control the affairs and business of the corporation, and to make such rules and regulations therefor not inconsistent with law, with the Articles of incorporation or the By-Laws, as they may deem best.

                        Third - To change the principal office for the transaction of the business of the corporation from one location to another within the same county as provided in Article I, Section 1, hereof; to fix and locate from time to time one or more subsidiary offices of the corporation within or without the State of Nevada, as provided in Article I, Section 2, hereof; to designate any place within or without the State of Nevada for the holding of any shareholders' meeting or meetings; and to adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificates shall at all times comply with the provisions of law.

                        Fourth - To authorize the issue of shares of stock of the corporation from time to time, upon such terms as may be

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lawful, in consideration of money paid, labor done or services actually rendered, debts or securities canceled, or tangible or intangible property actually received, or in the case of shares issued as a dividend, against amounts transferred from surplus to stated capital.

                        Fifth - To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefore.

                        Sixth - To appoint an executive committee and other committees and to delegate to the executive committee any of the powers and authority of the board in management of the business and affairs of the corporation, except the power to declare dividends and to adopt, amend or repeal By-Laws.  The executive committee shall be composed of one or more directors.

                        Section 2.  NUMBER AND QUALIFICATION OF DIRECTORS.    The authorized number of directors of the corporation shall be not less than one (1) and no more than seven (7).

                        Section 3.  ELECTION AND TERM OF OFFICE.    The directors shall be elected at each annual meeting of shareholders, but if any such annual meeting is not held, or the directors are not elected thereat, the directors may be elected

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at any special meeting of shareholders.  All directors shall hold office until their respective successors are elected.

                        Section 4.  VACANCIES.    Vacancies  in  the  board  of directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting of the shareholders.

                        A vacancy or vacancies in the board of directors shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail at any annual or special meeting of shareholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting.

                        The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors.  If the board of directors accept the resignation of a director tendered to take effect at a future time, the board or the shareholders shall have the power to elect a successor to take office when the resignation is to become effective.

                        No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

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                        Section 5.  PLACE OF MEETING.  Regular  meetings  of  the board of directors shall be held at any place within or without the State which has been designated from time to time by resolution of the board or by written consent of all members of the board.  In the absence of such designation, a regular meeting shall be held at the principal office of the corporation.  Special meetings of the board may be held either at a place so designated, or at the principal office.

                        Section 6.  ORGANIZATION MEETING.   Immediately following each annual meeting of shareholders, the board of directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business.  Notice of such meeting is hereby dispensed with.

                        Section 7.  OTHER REGULAR MEETINGS.       Other  regular meetings of the board of directors shall be held without call and the day of each month and at an hour deemed appropriate and set by the board of directors; provided, however, should such set day fall upon a legal holiday, then said meeting shall be held at the same time on the next day thereafter ensuing which is not a legal holiday.  Notice of all such regular meetings of the board of directors is hereby dispensed with.

                        Section 8.  SPECIAL MEETINGS.   Special meetings of the board of directors for any purpose or purposes shall be

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called at any time by the president, or, if he is absent or unable or refuses to act, by any vice president or by any two (2) directors.

                        Written notice of the time and place of special meetings shall be delivered personally to the directors or sent to each director by mail or other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records of the corporation, or if it is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held.  In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company in the place in which the principal office of the corporation is located at least forty-eight (48) hours prior to the time of the holding of the meeting.  In case such notice is delivered as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting.&nbs p; Such mailing, telegraphing or delivery as above provided shall be due, legal and personal notice to such director.

                        Section 9.  NOTICE OF ADJOURNMENT.   Notice of the  time and place of holding an adjourned meeting need not be given to absent directors, if the time and place be fixed at the meeting adjourned.

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                        Section 10.  ENTRY OF NOTICE.  Whenever any director has been absent from any special meeting of the board of directors, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such special meeting was give to such director, as required by law and the By-Laws of the corporation.

                        Section 11.  WAIVER OF NOTICE.  The transactions of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though had a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the directors not present sign a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

                        Section 12.  QUORUM.  A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided.  Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present, shall be regarded as the act of the board of directors, unless a greater number be required by law or by the Articles of Incorporation.

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                        Section 13.  ADJOURNMENT.  A quorum of the directors may adjourn any directors' meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the directors present at any directors' meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the board.

                        Section 14.  FEES AND COMPENSATION.   Directors shall not receive any stated salary for their services as directors, but by resolution of the board, a fixed fee, with or without expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor.

ARTICLE IV.

Officers

                        Section 1.  OFFICERS.  The officers of the corporation shall be a president, a vice president and a secretary/treasurer.  The corporation may also have, at the discretion of the board of directors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article.  Officers other than president and chairman of the

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board need not be directors.  Any person may hold two or more offices.

                        Section 2.  ELECTION.  The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by the board of directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

                        Section 3.  SUBORDINATE OFFICERS, ETC.    The board of directors may appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the By-Laws or as the board of directors may from time to time determine.

                        Section 4.  REMOVAL AND RESIGNATION.  Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the board.

                        Any officer may resign at any time by giving written notice to the board of directors or to the president, or to the secretary of the corporation.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein,

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the acceptance of such resignation shall not be necessary to make it effective.

                        Section 5.  VACANCIES.   A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the By-Laws for regular appointments to such office.

                        Section 6.  CHAIRMAN OF THE BOARD.  The chairman of the board, if there shall be such an officer, shall, if present, preside at all meetings of the board of directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by the By-Laws.

                        Section 7.  PRESIDENT.  Subject to such supervisory powers, if any, as may be given by the board of directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction and control of the business and officers of the corporation.  He shall preside at all meetings of the shareholders and in the absence of the chairman of the board, or if there be none, at all meetings of the board of directors.  He shall be ex-officio a member of all the standing committees, including the executive committee, if any, and shall have the general powers and duties of management

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usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or the By-Laws.

                        Section 8.  VICE PRESIDENT.  In the absence or disability of the president, the vice presidents in order of their rank as fixed by the board of directors, or if not ranked, the vice president designated by the board of directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president.  The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or the By-Laws.

                        Section 9.  SECRETARY.  The secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the board of directors may order, of all meetings of directors and shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at directors' meetings, the number of shares present or represented at shareholders' meetings and the proceedings thereof.

                        The secretary shall keep, or cause to be kept, at the principal office, a share register, or a duplicate share register, showing the names of the shareholders and their

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addresses; the number and classes of shares held by each; the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

                        The secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the board of directors required by the By-Laws or by law to be given, and he shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or the By-Laws.

                        Section 10.  TREASURER.    The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursement, gains, losses, capital, surplus and shares.  Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account.  The books of account shall at all times be open to inspection by any director.

                        The treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors.  He shall disburse the funds of the corporation as

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may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the board of directors or the By-Laws.

ARTICLE V.

INDEMNIFICATION OF OFFICERS, DIRECTORS

AND KEY PERSONNEL

                        Section 1.   The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses including attorneys fees, judgments, fines and amounts paid in settlement actually and reasonable incurred by such person in connection with the action, suit or proceeding if such person acted in good faith and in a manner which he reasonably believed to be in or not oppos ed to the best interests of the corporation, and, with

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respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation, and that, with respect to any criminal action or proceeding, such person had reasonable cause to believe that his conduct was unlawful.

                        Section 2. The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in the corporation=s favor by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses including amount paid in settlement and attorneys fees actually and reasonable incurred by such person in connection with the defense or settlement of the action or suit if such person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation.&nbs p; Indemnification may not be made

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for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction determining, after exhaustion of all appeals therefrom, to be liable to the corporation or for amount paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

                        Section 3.   To the extent that a director, officer, employee or agent of a corporation had been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article V, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys fees, actually and reasonably incurred by such person in connection with the defense.

                        Section 4.   The procedure for authorizing the indemnifications listed in Section 1, 2 and 3 of this Article V, and the limitations on such indemnification and advancement of expenses, shall be that set forth in Section 78.751 of the Nevada Revised Statutes, and shall be amended from time to time as such statute is amended.

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ARTICLE VI.

Miscellaneous

                        Section 1.  RECORD DATE AND CLOSING STOCK BOOKS.     The board of directors may fix a time, in the future, not exceeding fifteen (15) days preceding the date of any meeting of shareholders, and not exceeding thirty (30) days preceding the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares, and in such case only shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meetings, or to re ceive such dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after any record date fixed as aforesaid.  The board of directors may close the books of the corporation against transfers of shares during the whole, or any part of any such period.

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                        Section 2.  INSPECTION OF CORPORATE RECORDS.  The share register or duplicate share register, the books of account, and minutes of proceedings of the shareholders and directors shall be open to inspection upon the written demand of a shareholder or the holder of a voting trust certificate, as limited herein, at any reasonable time, and for a purpose reasonably related to his interests as a shareholder, or as the holder of a voting trust certificate. Such inspection rights shall be governed by the applicable provisions of the Nevada Revised Statutes shall be no more permissive that such statutes as to percentage of ownership required for inspection and scope of the permitted inspection.  Demand of inspection other than at a shareholders' meeting shall be made in writing upon the president, secretary or assistant secretary of the corporation.

                        Section 3.  CHECKS, DRAFTS, ETC.  All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the board of directors.

                        Section 4.  ANNUAL REPORT.  The board of directors of the corporation shall cause to be sent to the shareholders not later than one hundred twenty (120) days after the close of the fiscal or calendar year an annual report.

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                        Section 5.  CONTRACT, ETC., HOW EXECUTED.    The board of directors, except as in the By-Laws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract, deed or lease or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and unless so authorized by the board of directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit to render it liable for any purpose or to any amount.

                        Section 6.  CERTIFICATES OF STOCK.  A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any such shares are fully paid up.  All such certificates shall be signed by the president or a vice president and the secretary or an assistant secretary, or be authenticated by facsimiles of the signature of the president and secretary or by a facsimile of the signature of the president and the written signature of the secretary or an assistant secretary.  Every certificate authenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk.

                        Certificates for shares may be issued prior to full payment under such restrictions and for such purposes as the

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board of directors or the By-Laws may provide; provided, however, that any such certificate so issued prior to full payment shall state the amount remaining unpaid and the terms of payment thereof.

                        Section 7.  REPRESENTATIONS   OF   SHARES   OF   OTHER CORPORATIONS.  The president or any vice president and the secretary or assistant secretary of this corporation are authorized to vote, represent and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation.  The authority herein granted to said officers to vote or represent on behalf of this corporation or corporations may be exercised either by such officers in person or by any person authorized so to do by proxy or power of attorney duly executed by said officers.

                        Section 8.  INSPECTION OF BY-LAWS.  The corporation shall keep in its principal office for the transaction of business the original or a copy of the By-Laws as amended, or otherwise altered to date, certified by the secretary, which shall be open to inspection by the shareholders at all reasonable times during office hours.

ARTICLE VI.

Amendments

                        Section 1.  POWER OF SHAREHOLDERS.  New By-Laws may be adopted or these By-Laws may

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be amended or repealed by the vote of shareholders entitled to exercise a majority of the voting power of the corporation or by the written assent of such shareholders.

                        Section 2.  POWER OF DIRECTORS.  Subject to the right of shareholders as provided in Section 1 of this Article VI to adopt, amend or repeal By-Laws, By-Laws other than a By-Law or amendment thereof changing the authorized number of directors may be adopted, amended or repealed by the board of directors.

                        Section 3.  ACTION BY DIRECTORS THROUGH CONSENT IN LIEU OF MEETING.  Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all the members of the board or of such committee.  Such written consent shall be filed with the minutes of proceedings of the board or committee.

                                                                                                   /s/____________________________
                                                                                                       Amanda Cardinalli
                                                                                                        Incorporator

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EX-5.1

Exhibit 5.1

EXHIBIT 5.1 OPINION OF COUNSEL

June 14, 2005

MANEKI MINING INC.
4462 John Street
Vancouver, British Columbia V5V 3X1

Attention:   Sean Watkinson

Re:  Registration Statement on Form SB-2

Dear Mr. Watkinson:

As special counsel to Maneki Mining Inc., a Nevada corporation (the "Company"), we have been requested to provide our opinion regarding the issuance by the Company of 1,750,000 shares of the Company’s common stock (the “Shares”). We have been informed that the Shares will be registered for sale or transfer by the provisions of that certain Registration Statement on Form SB-2 to be filed by the Company with the Securities and Exchange Commission (the “Commission") pursuant to the provisions of the Securities Act of 1933, as amended (the “Act"), relating to the registration of the Shares, which are owned by those selling stockholders specified in that Registration Statement  (the "Registration Statement"). As special counsel to the Company and for purposes of responding to that request, we have relied upon information provided by representatives of the Company for purposes of this opinion (the “Information”).

Accordingly, the purpose of this letter is to respond, in writing, to that request and furnish that opinion. In furnishing the opinion specified in this letter, we confirm that we have relied upon our review of the Information, which relates to the (i) transactions pursuant to which the Shares were issued and (ii) status of (a) the Company and (b) its common stock.

MANEKI MINING INC.
June 14, 2005
Page 2

We confirm that we have assumed, without investigation, (i) the truthfulness and veracity of the Information; (ii) the genuineness of all signatures to all documents included in the definition of the Information; (iii) the legal capacities of all persons who executed those documents; (iv) the appropriate authorization and valid execution by all parties to those documents; (v) that those documents are free from any form of fraud, misrepresentation, duress, and criminal activity; (vi) the conformity of the originals of those documents to those copies thereof which were submitted to us; and (vii) the appropriate delivery and acceptance of those documents by all parties thereto. As to any material facts relating to the opinion specified in this letter which we did not verify independently, we confirm that we have relied upon representations of representatives of the Company, which are included in the definition of the Information. Solely for purpose of the opinion specified in this letter, you should assum e that our investigation has been, and will continue to be, limited exclusively to that information that we believe is necessary to furnish that opinion.

Based upon and subject to the foregoing and, in reliance thereof, it is our opinion that, subject to the limitations and qualifications specified in this letter, the Shares have been duly and validly authorized for issuance and are validly issued, fully paid, and non-assessable.

The opinion specified in this letter is based solely on Nevada law.  We express no opinion as to compliance with the laws of any other jurisdiction and the effect, if any, which any such non-compliance might have. Nothing in this letter is intended of shall be construed as an opinion concerning any matters not specified in this letter.

We expressly disclaim any obligation to inform you of any facts, circumstances, events, or developments which hereafter may be brought to our attention and which may alter, affect, or modify the opinion specified in this letter. We confirm that we render no opinion with respect to the truth and accuracy or the completeness of the Registration Statement, or any portion thereof.  The opinion specified in this letter is expressly limited to the matters specified in this letter, and we make no opinion, express or implied, as to any other matters relating to the Company or its securities.

The opinion specified in this letter is furnished solely for your benefit regarding the transactions specified in this letter and may not be delivered to or relied upon by any other person without our prior written consent.

MANEKI MINING INC.
June 14, 2005
Page 3

We consent to the use of this letter as an exhibit to the Registration Statement. In furnishing that consent, we do not hereby admit that we are in the category of persons whose consent is required pursuant to Section 7 of the Act or the rules and regulations of the Commission pursuant thereto.

The Company is hereby advised, urged, and encouraged to consult with and, if appropriate, retain securities counsel in each jurisdiction outside the United States in which the Shares may be offered and sold regarding compliance with the securities laws of such jurisdiction.

Finally, of course, in the event that you have questions or comments regarding this matter, please do not hesitate to contact us. Thank you.

Sincerely

STEPP LAW GROUP,
a professional corporation

/s/ Thomas E. Stepp, Jr.          

By:  Thomas E. Stepp, Jr.
TES/cn

EX-10.1

Exhibit 10.1


  

MINERAL LEASE AGREEMENT

Ammetco Inc. (Ammetco) agrees to lease to Maneki Mining Inc. (Maneki) the unpatented lode mining claims attach as Exhibit “A”, located in portions of sections 14 and 23, T 7S, R 1 E, MDB&M in Owyhee County, Idaho (referred to as Property), subject to the following conditions:

Recitals:

A.    “Effective Date” means date of final signatory.

B.    “Lease Year” means each one (1) year period following the Effective Date and each anniversary of the Effective Date.

Warranties.   Ammetco warrants that the Property is held by Ammetco under terms of a Letter Agreement dated November 6, 1996 with Nevada Mine Properties II, Inc., the underlying owner of the Property, more particularly described in Exhibit A, and said claims are free from all liens and encumbrances.

C.    Exploration and Development Rights.  Ammetco will grant the Property to Maneki for the Lease period with the exclusive right to explore, develop, and mine the Property for gold, silver, and other valuable minerals.

D.    Performance Requirements / Assumption of Claim Maintenance.  Under applicable Federal, State and County laws and regulations, Federal, State, and County annual mining claim maintenance or rental fees are required to be paid for the unpatented mining claims which constitute all or part of the Property, beginning with the annual assessment work period of September 1, 2004 to September 1, 2005.  Maneki shall timely and properly pay the Federal, State, and County annual mining claim maintenance or rental fees, and shall execute and record or file, as applicable, proof of payment of the Federal, State, and County annual mining maintenance or rental fees and of Ammetco’s intention to hold the unpatented mining claims which constitute the Property.  If Maneki does not terminate this Lease before June 1 or any subsequent Lease Year, Maneki will be obligated either to pay the Federal, State, and Local annual mining claim maintenance or rental fees for the Property due that year or to reimburse Ammetco for same.

E.     Area of Interest.  Any additional claims located or acquired by Maneki within three (3) miles from the exterior boundaries of the mining claims described in Exhibit “A” shall become a part of the leased property and shall be subject to the terms of this lease as of the Effective Date.

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F.     Schedule of Minimum Payments.  Maneki shall pay to Ammetco minimum payments, which shall be advance payments of the Royalty, of US$4,000.00 (four thousand dollars) upon execution of this lease.  Maneki may extend this lease upon payment of the following:

1.                        Pay Ammetco US$5,000.00 on or before the first anniversary of the execution of this lease.

2.                        Pay Ammetco US$10,000.00 on or before the second anniversary of the execution of this lease.

3.                        Pay Ammetco US$10,000.00 on or before the third anniversary of the execution of this lease.

4.                        Pay Ammetco US$15, 000.00 on or before the fourth anniversary of the execution of this lease.

5.                        Each annual payment thereafter shall be US$50,000.00 plus an annual increase or decrease equivalent to the rate of inflation designated by the Consumer’s Price Index (CPI) for that year with execution year as base year.  Each such payment shall be made on or before the successive anniversary of the execution of this lease.

H.    Buyout.  Buyout price is US$5,000,000 (five million dollars) from which advance royalty payments, made up to the day of the buyout, may be subtracted from the Buyout price.  Maneki will pay Ammetco a perpetual one-half per cent (0.5%) royalty on Net Smelter Returns (as defined below in Section I. of this document) thereafter.

I.       Definition of Net Smelter Returns.  During the term of this Agreement, Maneki shall pay to Ammetco, as a landowner’s Production Royalty, a percentage of the Net Smelter Returns (as defined below) from the sale of any Valuable Minerals, Ore, and Product mined and sold from the Property.   “Net Smelter Returns” are defined as the gross revenues actually received by Maneki from the sales of any Valuable Minerals extracted and produced from the Property less the following charges:

1.                           All costs to Maneki of weighing, sampling, determining moisture content and packaging such material and of loading and transporting it to the point of sale, including insurance and in-transit security costs.

2.                           All smelter costs and all charges and penalties imposed by the smelter, refinery, or purchaser.

3.                           Marketing costs and commissions.

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4.                           Not withstanding the foregoing, for purposes of determining the royalty payable to Ammetco on any gold and/or silver produced from the Property, the price attributed to such gold and/or silver shall be the price per ounce of gold and/or silver on which the royalty is to be paid (as the case may be) as quoted on the London Metals Exchange at the PM fix on the day prior to the date of final settlement from the smelter, refinery or other buyer of the gold and/or silver on which the royalty is to be paid (the “Quoted Price”).  For purposes of determining the gross revenues, in the event Maneki elects not to sell any portion of the gold and/or silver mined from the Property, but instead elects to have the final product of any such gold and/or silver credited to be held for its account with any smelter, refiner, or broker, such gold and/ or silver shall be deemed to have been sold at the Quoted Price on the day such gold and/or silver is actually credited to or placed in Maneki’s account.  The percentage for this Production Royalty shall be four per cent (4%).

5.                           Ammetco shall be paid the Production Royalty quarterly by certified check by Maneki.

J.      Conditions of Termination by Ammetco.  This Lease may be terminated at any time by Ammetco subject to the following:

1.      If  Maneki fails to meet the above lease payments, Ammetco must give written notice to Maneki of such default.  After receipt of default, Maneki has 15 days to cure the default.

2.      If Maneki fails to make Federal, State, and County maintenance payments or filing fees at least 15 days prior to due date, Maneki shall notify Ammetco of a possible default.  After 10 days, if the default is not cured Ammetco may initiate payment on the claims.  Maneki will be able to cure this default by reimbursing all Federal, State, and County Payments made by Ammetco plus a 20% penalty within 30 days.

K.   Conditions of Termination by Maneki.  This Lease may be terminated at any time by Maneki subject to the following:

1.     Maneki must give written notice 30 days prior to relinquishing the leased property.

2.     In the event Maneki desires to terminate the agreement after June1 of any year, Maneki shall be responsible for all Federal, State, and County maintenance and filing fees for the next assessment year regarding the leased property.

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3.     Maneki shall deliver to Ammetco, in reproducible form, all data generated or obtained for the leased property, whether factual or interpretive as defined in section P.

4.     Maneki shall quitclaim to Ammetco all claims located or acquired by Maneki within three (3) mile area of interest described in section E.

L.     Reclamation, Compliance with the Law.  All exploration and development work performed by ­­­­­­­Maneki during the term of this Agreement shall conform with the applicable laws and regulations of the state in which the Property is situated and of the United States of America.  ­Maneki shall be fully responsible for compliance with all applicable Federal, State, and local reclamation statutes, regulations, and ordinances relating to such work, at Maneki’s cost, and Maneki shall indemnify and hold harmless Ammetco from any and all claims, assessments, fines, and actions arising from Maneki’s failure to perform the foregoing obligations.  Maneki’s reclamation obligation shall survive termination of the Agreement.  Ammetco agrees to cooperate with Maneki in Maneki’s application for governmental licenses, permits, and approvals, the costs of which shall be borne by Maneki.   Maneki shall own all governmental licenses, permits, and approvals.

M.  Liens.  Maneki shall keep the property free from any and all liens and encumbrances.

N.   Transfer, Assignment, Right of First Refusal.  Either party shall be free to assign its rights under the detailed agreement to an affiliate company.  They also shall have the right to transfer all or part of their interest in the Agreement to a third party, but transfers to a third party shall be subject to a right of first refusal by Ammetco.  Assignments permitted under this paragraph shall not be effective unless and until the permitted assignee agrees in writing in form and substance acceptable to the remaining party assuming all of the assigning party’s obligations under this Lease Agreement.  The party assigning interest in this lease shall notify the other party within 15 days of such assignment and all parts of this agreement will remain in effect.

O.   Lease Term.  The term of this lease is for twenty (20) years, renewable for an additional twenty (20) years so long as conditions of the lease are met.

P.     Data and Reports.  Upon and after execution of the detailed agreement, Ammetco will make available to Maneki all technical data, survey notes or maps, samples, drilling results including drill logs and reports concerning the Property which Ammetco possesses, or to which it has access, of which it acquires in the future.  Within 60 days after termination of the detailed agreement, Maneki shall return to Ammetco all information of a nature similar to that described above and developed by Maneki during the term of the Mining Lease.  If requested by Ammetco not more than once in any 12 calendar months, Maneki shall submit to Ammetco, within 60 days of

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Maneki’s receipt of such request, an annual progress report describing Maneki’s work upon the Property, the results of such work, and the amounts expended by Maneki in furtherance thereof to the date of such report.

Q.   Notification to Ammetco.  All notices and payments from Maneki to Ammetco shall be sent to:

                        Mr. Earl Dodson, President
                        Ammetco Inc.
                        2990 St. Kilda Ave.
                        North Vancouver, B. C.  Canada  V7N 2A7

      or any other person Ammetco shall designate.  If Ammetco designates an alternative person to receive notices and payment, they shall provide written notice of such to Maneki.  All lease payments shall be made in the form of a check payable to Ammetco Inc.

R.    Notification to Maneki.  All notices from Ammetco to Maneki shall be sent to:

                        Maneki Mining Inc.
                        4462 John St.
                        Vancouver, BC   Canada  V5V 3X1

      or any other person Maneki shall designate.  If Maneki designates an alternative person to receive notices, they shall provide written notice of such to Ammetco.

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The parties have executed this Lease Agreement effective as of the Effective Date.

AMMETCO INC.

By     /s/ Earl Dodson                              

Title   President                                       

Personally appeared before me ___________________________________  with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence) and who acknowledged that he executed the within instrument for the purposes therein contained.

Witness my hand, at office, this      3^rd         day of ,     December     20  04  .

MANEKI

By     /s/  Sean Philip Watkinson                               

Title      President                                                      

Personally appeared before me ___________________________________  with whom I am personally acquainted (or proved to me on the basis of satisfactory evidence) and who acknowledged that he executed the within instrument for the purpose therein contained.

Witness my hand, at office, this     3^rd          day of     December    , 20  04  .

___________________________________

NOTARY PUBLIC

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EXHIBIT “A”

CLAIM NAME                                                                                                         BLM SERIAL NUMBER

POISON #1                                                                                                                    IMC # 179121
POISON #2                                                                                                                    IMC # 141587
POISON #3                                                                                                                    IMC # 141588
POISON #4                                                                                                                    IMC # 179122
POISON #5                                                                                                                    IMC # 179123
POISON #6                                                                                                                    IMC # 141591
POISON #7                                                                                                                    IMC # 141592
POISON #8                                                                                                                    IMC # 179124

A total of eight (8) unpatented lode mining claims located in Sections 14 and 23, T7S, R1E, MDB&M, Owyhee County, Idaho owned by Nevada Mine Properties II, Inc and leased to Ammetco Inc. by that certain Letter Agreement dated November 6, 1996.                                                          

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EX-10.2

Exhibit 10.2


THIS SERVICE AGREEMENT dated the 18^th day of January 2005

BETWEEN:

Maneki Mining Inc. of 4462 John Street, Vancouver, B. C. Canada V5V 3X1
(the “Customer”)

-AND-

George J. Eliopulos of 5819 N. White Sands Rd., Reno, NV  89511 USA
(the “Service Provider”)

Service Agreement

BACKGROUND:

A.                 The Customer is of the opinion that the Service Provider has the necessary qualifications, experience, and abilities to provide services to the Customer.

B.                 The Service Provider is agreeable to providing such services to the Customer on the terms and conditions as set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

Engagement.
The Customer hereby agrees to engage the Service Provider to provide the Customer with services consisting of exploration and mining geology, and such other services as the Customer and Service Provider may agree upon from time to time (the “Services”), and Service Provider hereby agrees to provide the Services to the Customer.

Compensation.
The Customer agrees to pay the Service Provider compensation in the amount US$500.00 per day.   The Customer agrees to reimburse the Service Provider for all expenses incurred by the Service Provider while completing the Services.   

Capacity / Independent Contractor.
The Customer acknowledges that the Service Provider is hired as an independent consultant and not as employee of the Customer.

Modification of Agreement.
Any changes or modifications to this Agreement must be made only by written consent of both the Customer and the Service Provider.

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Severability.
If any particular provision of this Agreement is deemed invalid, the validity of the remaining provisions will not be affected.

AGREED AND ACCEPTED:

CUSTOMER

By    /s/  Sean Philip Watkinson                     . 

Title   President                                               .

Date    January 21, 2005                                  .

SERVICE PROVIDER

By   /s/  George J. Eliopulos                           .

Title      Consultant                                          .

Date       January 20, 2005                               .

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EX-23.1

Exhibit 23.1

EX-23.2

Exhibit 23.2

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